CALL OPTION AGREEMENT
This
Call Option Agreement (the "Agreement") is entered into this 10th
day
of April, 1996, by and between THE BEARD COMPANY, an Oklahoma
corporation
("Beard"), and Richard R. Dunning, Larry D. Hartzog, and Michael C.
Black (with
said individuals being hereafter referred to collectively as
the
"Shareholders"). Beard hereby grants to Shareholders an option (the
"Option") to
purchase One Hundred Forty-Four Thousand (144,000) shares of the
voting common
stock (the "Shares") of Cibola Corporation, a Wyoming corporation
("Cibola"),
which Shares are currently owned by Beard and represent Eighty
Percent (80%) of
the issued and outstanding voting common stock of Cibola, at the
price and on
the terms set forth herein.
NOW,
THEREFORE, in consideration of the mutual agreements contained
herein,
the sum of One Thousand Dollars ($1,000) in cash paid by the
Shareholders (in
the aggregate) to Beard, and other good and valuable consideration,
the receipt
of which is hereby acknowledged, the parties agree as follows:
1.
Date of Grant; Term of Option. The Option is granted as of April
10,
1996, and it may not be exercised later than June 29, 2006 unless
extended by
the mutual agreement of Beard and Shareholders.
2.
Option Exercise Price. Shareholders may exercise the Option by
paying to
Beard the following amounts: (i) an amount equal to the greater of
(A) the
then-outstanding balance of principal and accrued interest on that
certain
Nonrecourse Secured Promissory Note, dated April 10, 1996, and
payable by Beard
to Cibola (the "Note") or (B) the then fair market value of the
Shares,
determined with reference to the amount to which the holder of the
Shares would
be entitled in the event Cibola was liquidated on the effective
date of the
exercise of the Option, taking into account all amounts necessary
to pay all
debts of Cibola and make all required liquidating distributions to
preferred
shareholders of Cibola; and (ii) all amounts owed by Cibola to
Beard on any
other agreements between the parties hereto, to the extent such
amounts are due
and payable within six months after the Option exercise date.
3.
Exercise of Option. The Option shall be exercisable during its term
only
in accordance with the provisions of this Agreement, as
follows:
(a) Right to Exercise. Shareholders shall be entitled to exercise
the
Option provided herein upon the occurrence of any one or more of
the
following:
(i) If Beard ceases to file consolidated income tax returns for
federal income tax purposes, or if Beard notifies Cibola of its
intent
to either cease filing such consolidated returns or voluntarily
take
any action which would preclude the filing of such consolidated
returns; notwithstanding any other provision of this Agreement, or
any
other agreement between the parties hereto, Beard hereby agrees
to
notify Cibola of its intent to cease filing, or to take any
action
that would cause Beard to cease qualifying to file,
consolidated
federal income tax returns on or before that date which is six
(6)
months prior to the last day of the final consolidated return year
of
Beard that includes the results of Cibola's operations;
(ii) If a Change of Control occurs with regard to Beard; for
this
purpose, "Change of Control" shall mean (A) the acquisition, in one
or
more transactions, by any "person" (as that term is used for
purposes
of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934,
as
amended) of the beneficial ownership of 50% or more of the
combined
voting power of Beard's then-outstanding voting securities, or
(B)
approval by shareholders of Beard of a merger, reorganization
or
consolidation involving Beard if the shareholders of Beard
immediately
before such merger, reorganization or consolidation do not or will
not
directly or indirectly, immediately following such merger,
reorganization or consolidation, own more than 50% of the
combined
voting power of the outstanding voting securities of Beard
resulting
from or surviving such merger, reorganization or consolidation, or
(C)
approval by shareholders of Beard of a complete liquidation or
dissolution of Beard, or (D) approval by shareholders of Beard of
an
agreement for the sale or other disposition of all or
substantially
all of the assets of Beard, or (E) acceptance by shareholders of
Beard
of shares in a reorganization or share exchange pursuant to
which
shareholders of Beard imme